Pre-Annual General Meeting Information • Mar 25, 2025
Pre-Annual General Meeting Information
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If you are in any doubt as to any aspect of the proposals referred to in this document, or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your shares in the Company, please pass this document together with the accompanying document(s) (except for any personalised forms) to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
Elementis plc (the 'Company') (registered in England & Wales no. 3299608) The Bindery 5th Floor, 51-53 Hatton Garden London EC1N 8HN
I am writing to give you notice of the Company's Annual General Meeting ('AGM') which is to be held at the offices of A&O Shearman LLP at One Bishops Square, London, E1 6AD on Tuesday 29 April 2025 at 10.00 am, with facilities to attend electronically. I am looking forward to meeting and having discussions with shareholders.
The AGM is an opportunity for shareholders to express their views directly to the Board and I hope you will take the opportunity to do so. The AGM will be convened as a hybrid meeting in accordance with the Company's Articles of Association to facilitate shareholder participation, with shareholders entitled to attend and vote at the AGM, either at the offices of A&O Shearman LLP or electronically. We encourage you to monitor our website at https://www.elementis.com/investors/shareholder-information/annual-general-meeting, where we will communicate any changes to the AGM arrangements, should the need arise.
Whether or not you intend to be present at the AGM, you are encouraged to appoint a proxy, with voting instructions, as soon as possible.
You may appoint the Chair of the AGM, or another person as your proxy, to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to this Notice. If you would like to appoint a proxy other than the Chair of the AGM, please note that they must attend the AGM for your vote to be counted.
All shareholders are sent either a Proxy Voting Form or an email containing their Shareholder Reference Number. To appoint a proxy, you can either complete, sign and return the Proxy Voting Form, or submit an electronic proxy appointment instruction at shareview.co.uk.
In order to be valid, your proxy appointment, together with any voting instructions, must be received by the Company's Registrar at the relevant address, or electronically as set out in the additional notes to the Notice of AGM, by no later than 10.00 am on Friday 25 April 2025. Appointing a proxy will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Please note: any shareholders, proxies and corporate representatives attending at the offices of A&O Shearman LLP will be required to bring a form of ID for security purposes.
We consider the AGM to be an important part of our shareholder engagement and have arranged an electronic facility to enable shareholders to participate in the meeting online, in addition to being able to attend at the offices of A&O Shearman LLP. To participate electronically, please go to the Lumi AGM website (https://web.lumiagm.com). Further details are set out on page 12.
Shareholders who attend the AGM, whether at the offices of A&O Shearman LLP or electronically, will be able to vote in real time at the meeting. Shareholders who are unable to attend the AGM on the day of the meeting are strongly encouraged to submit a proxy vote in advance of the AGM.
Further information on how to vote by proxy and the applicable deadlines are set out above and on pages 9 and 10.
The results of the voting on the AGM resolutions will be announced to the London Stock Exchange shortly after the meeting and also published on our website.
continued
Shareholders, proxies and corporate representatives attending at the offices of A&O Shearman LLP are able to ask the Board questions at the AGM, and those attending electronically may ask questions by following the instructions set out on the Lumi platform.
In addition, for shareholders unable to attend the AGM, questions may be submitted in advance of the AGM. Pre–submitted questions should be sent, before 10.00 am on 25 April 2025, to the following email address: [email protected]. The Board will seek to respond before the proxy voting deadline to any individual shareholders who send a question to us before the close of business on 21 April 2025.
A full transcript of the questions asked at the meeting and the answers, will be made available on the Company's website as soon as practically possible following the conclusion of the meeting.
The matters to be dealt with at the AGM are set out in the Notice of AGM overleaf. You will find explanatory notes for each resolution on pages 5 to 8. Most resolutions are standard matters which are dealt with as a matter of course at every AGM.
For the year ended 31 December 2024, the Board is pleased to propose a final dividend of 2.9 cents per ordinary share. If approved, the final dividend will be paid on 30 May 2025 to shareholders on the register at close of business on 2 May 2025 at an exchange rate of £1.00:\$1.2693 (equivalent to a sterling amount of 2.28 pence per share).
One Non-Executive Director, Christopher Mills, and one Executive Director, Luc van Ravenstein, are standing for election for the first time, appointed to the Board on 1 January 2025 and 29 April 2025 respectively. The Board considers that Christopher and Luc will add a considerable breadth of experience and knowledge to your Board. As announced in November 2024, Paul Waterman will step down from the Board at the conclusion of the AGM and is therefore not seeking re-election. The Board is grateful to Paul for his long tenure of leadership of Elementis.
The Board confirms that, in its opinion, all of the resolutions are in the best interests of the Company and its shareholders as a whole and unanimously recommends that shareholders vote in favour of them. The Directors intend to vote in favour of the resolutions in respect of their own beneficial shareholdings.
Yours faithfully
JOHN O'HIGGINS Chair 17 March 2025
Notice is hereby given that the 2025 Annual General Meeting ('AGM' or the 'Meeting') of the Company will be at the offices of A&O Shearman LLP, One Bishops Square, London, E1 6AD and electronically on Tuesday 29 April 2025 at 10.00am to transact the business set out below.
Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 22 will be proposed as special resolutions.
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act and to expire at the end of the next AGM of the Company or on 1 July 2026, whichever is the earlier but, in each case, save that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.
For the purposes of this Resolution:
(as such terms are defined in Sections 363 to 365 of the Companies Act 2006) provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during the period beginning with the date of passing this resolution and expiring at the conclusion of the next AGM of the Company or until the close of business on 1 July 2026, whichever is earlier provided that the authorised sums referred to in paragraphs a), b) and c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same.
continued
such authority to expire at the end of the next annual general meeting of the Company or on 1 July 2026 whichever is the earlier, save that prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
For the purposes of this Resolution:
such authority to expire at the end of the next annual general meeting of the Company or on 1 July 2026, whichever is the earlier, save that prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
By Order of the Board
Registered office: The Bindery 5th Floor 51-53 Hatton Garden London EC1N 8HN
17 March 2025
The Notice of AGM appears on pages 3 to 4. The following information provides additional background information to each of the resolutions proposed.
The Companies Act 2006 requires the directors of a public company to lay before the company in general meeting copies of the Annual Report and Accounts in respect of each financial year. As such, the Company proposes a resolution on its audited accounts and Directors' and auditors' reports for the year ended 31 December 2024. Shareholders will have the opportunity to put any questions to the Directors before the resolution is proposed to the Meeting.
The Directors recommended a final dividend in respect of 2024 of 2.9 cents per ordinary share. The final dividend will be paid on 30 May 2025 in pounds sterling at an exchange rate of £1.00:\$1.2693(equivalent to a sterling amount of 2.28 pence per share), to shareholders on the register of members of the Company on 2 May 2025. A copy of the Company's dividend policy is set out on page 4 of the Annual Report and Accounts.
The Company is required, pursuant to the Companies Act 2006, to put its Directors' Remuneration Policy to shareholders for approval at least every three years. The Company's current Directors' Remuneration Policy was approved by shareholders at the AGM in 2022, and therefore the Company is proposing a new policy for approval at the 2025 AGM, the form of which is set out on pages 109 to 113 of the Directors' Remuneration Report. The new policy has been updated in light of current best practice, with the proposed changes designed to provide further alignment of Directors' remuneration with the long term future of the Company and the interests of shareholders. A summary of the changes proposed can be found on pages 109 to 113 of the Annual Report and Accounts 2024. A review of the proposed policy has been carried out with relevant internal and external stakeholders.
The vote on Resolution 3 is binding and, if passed, it will apply immediately following the AGM, and will replace the current Directors' Remuneration Policy. The new Directors' Remuneration Policy will be effective for up to three financial years and the directors will only be able to make remuneration payments in accordance with the approved new policy unless such payments have otherwise been approved by shareholders. If Resolution 2 is not passed, the current remuneration policy approved at the AGM in 2022 will continue in effect until a new policy is approved by shareholders.
Resolution 4 is a vote on the Directors' Remuneration Report (excluding the Directors' Remuneration Policy). The report gives details of the Directors' remuneration for the year ended 31 December 2024. It is an advisory vote which means the outcome will not affect the actual remuneration paid to any individual Director.
As confirmed in the Annual Report and Accounts, Paul Waterman will not be standing for re-election at the AGM, as he will step down as CEO at the AGM.
The Board and the Nomination Committee have discussed the Board's succession plans and all Non-Executive Directors, including the Chair, have indicated their willingness to stand for re-election to the Board at the AGM, with the exception of Christopher Mills and Luc van Ravenstein, who are standing for election for the first time.
Biographical details of each of the Directors standing for election and re-election are set out below, together with the reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success.
Luc joined Elementis in 2012. He led the Company's largest business segment, Performance Specialties, for seven years and led the Personal Care segment for the six years before that.
Luc has an MSc degree in Chemistry and Chemical Engineering and a Professional Doctorate in Engineering from Eindhoven University of Technology.
Dutch
Christopher was appointed a non-independent Non-Executive Director on 1 January 2025.
Christopher is currently the Chief Executive Officer and Investment Manager of North Atlantic Smaller Companies Investment Trust plc, a UK listed investment trust, and a non-executive director of Assetco plc, MJ Gleeson plc, The PRS REIT plc, Oryx International Growth Fund Limited and various other organisations.
N
British
John was appointed Non-Executive Chair and Chair of the Nomination Committee on 1 September 2021. John joined the Board as a Non-Executive Director on 4 February 2020 and was appointed Senior Independent Director on 29 April 2020 prior to his appointment as Chair.
John brings strong international and industrial manufacturing expertise with a focus on performance materials and technologies to the Board. John has significant strategic and commercial insight and proven leadership skills having served as the CEO of Spectris plc (2006-2018) and previously in senior management roles with Honeywell (1992-2006). The blend of skills, experience and background enable John to develop, guide and facilitate debate whilst fostering an inclusive board dynamic.
Previous non-executive director roles include Exide Technologies, a US based supplier of battery technology to automotive and industrial users (from 2010 to 2015).
John holds a master's degree in Mechanical Engineering from Purdue University (USA) and an MBA from INSEAD.
continued
Ralph was appointed CFO-Designate and an Executive Director on 12 September 2016, and became Group CFO on 1 November 2016.
Ralph is an accomplished CFO who has a strong track record in finance, strategy development and implementation and M&A which enables him to provide effective financial leadership to underpin the delivery of the Company's strategy.
Ralph had a 30 year career with BP, where he held a number of significant leadership positions, including roles in financial management, sales and marketing, corporate development (M&A), strategy and planning. In 2010, Ralph was CFO of BP Lubricants and served on the board of Castrol India Limited from 2010 until 2016.
Ralph holds an MA in Modern History and Economics from the University of Oxford and an MBA from INSEAD.
Heejae was appointed Non-Executive Director with effect from 25 March 2024.
Heejae served as Chief Executive of Scapa Group plc, a global supplier of products for healthcare and industrial markets, for twelve years, until its sale in 2021. Prior to joining Scapa Group plc, he held roles as Group Chief Executive of Volex Group plc, and was the Group General Manager, Radio Frequency Worldwide, for Amphenol Corporation. Heejae spent the early part of his career in finance at The Blackstone Group and Donaldson Lufkin and Jenrette, before moving into industry.
Heejae holds a Bachelor of Arts in Economics and Bachelor of Science in Engineering from Columbia University, and an MBA from Harvard University.
N, R
American
Maria was appointed a Non-Executive Director with effect from 11 March 2024.
Maria is President for the USA and Canada businesses at Royal Vopak, a global infrastructure provider, and has spent over 35 years in the petrochemical industry, having previously worked at The Dow Chemical Company, Columbia Gas of Ohio and Container Corporation of America in the USA. Maria has also spent over a decade in global leadership roles in Europe, with Celanese, GE Plastics (now part of SABIC) and Borealis.
Maria holds a Bachelor of Science degree in Chemical Engineering and an MBA, both from The Ohio State University.
6 Elementis plc Notice of Meeting 2025
American
Dorothee was appointed a Non-Executive Director on 1 March 2017.
Dorothee provides the Board with valuable insight into the wider European chemicals and life science sector as well as sector specific acquisition expertise.
Dorothee manages her own corporate advisory consultancy serving a number of European clients in the pharma/biotech sector. She is active in various industry bodies. Her previous executive roles included managing director and head of Corporate Advisory Group (Europe) at UBS in Zurich, head of M&A chemicals and healthcare at a private investment bank in Germany and as a senior executive in the corporate finance department at the Roche group. Dorothee served as non-executive director of the supervisory board of Bilfinger SE and member of the audit committee (May 2016-May 2021).
Dorothee holds a master's degree in Chemistry from the Université Louis Pasteur, Strasbourg and an MBA from INSEAD.
Nationality Austrian
Trudy was appointed a Non-Executive Director on 15 March 2022 and became Senior Independent Director on 26 April 2022.
Trudy has over 30 years' experience of working in the chemicals, engineering and high performance product sectors. Having built her executive career with global organisations such as Shell, Wärtsilä and Akzo Nobel, she brings a strong international perspective and a proven track record for driving sustainability through innovation.
In addition, Trudy has strong operational knowledge, gained during her time at Shell as Production Manager at the Pernis refinery in the Netherlands, the largest refinery in Europe and one of the largest in the world.
Trudy currently serves as a non-executive director and chair of Accsys Technologies plc (AIM listed sustainable building materials business, SPIE SA (a listed technical services business) and senior independent director of TI Fluid Systems plc (a listed global manufacturer of automotive systems). Trudy previously served as a board member of The Netherlands Petroleum Stockpiling Agency (COVA) (2011-2021), non-executive director and senior independent director at Spirax– Sarco Engineering plc (2012-2021), non-executive director and senior independent director of Low and Bonar plc (2013-2020) and as a supervisory board member of Avantium N.V. (2020-2022).
Trudy has a Ph.D in Technical Physics from the Delft University of Technology (The Netherlands) and holds a master's degree in Industrial Engineering.
Dutch
Christine was appointed a Non-Executive Director on 1 November 2020, is the Designated Non-Executive Director for workforce engagement and became Chair of the Audit Committee on 26 April 2022.
Christine brings significant experience of innovation and the commercialisation of technology to the Board. Christine is an experienced CFO with a strong track record from leading a range of private and public companies rooted in innovation with a particular focus on biotechnology, life sciences and pharmaceutical products.
Christine was CFO and Company Secretary of Acacia Pharma Group plc, a public quoted provider of pharmaceutical products designed to improve the outcomes and recovery for surgical patients (2015-2020). Prior to Acacia Pharma Group plc, Christine served as CFO and then non-executive Director of AIM-listed Electrical Geodesics, Inc., which was acquired by Philips NV in 2017. Other CFO and finance leadership roles include Optos plc, BTG plc (former FTSE250 constituent), Oxagen Limited and Celltech Chiroscience Group plc, having started her life-sciences career as Financial Controller of Medeva plc.
Christine has previously served as chair of the audit committee at e-therapeutics plc, an AIM listed technology based drug discovery platform (2017-2020) and at Provalis plc, a quoted healthcare business (2000-2005). She was also non-executive director of Futurenova Limited, a provider of antimicrobial cases for iPad and iPhones (2017-2021), and non-executive director of Cell and Gene Therapy Catapult (2020-2024).
Christine is a chartered accountant and holds a degree in Mathematics from the University of Durham.
Committee membership A*, N, R
Non-executive director of Arecor Therapeutics plc
Nationality British
Clement was appointed a Non-Executive Director on 1 December 2022 and will assume the role of Chair of the Remuneration Committee at the conclusion of the AGM.
Clement brings broad managerial experience in global technology and consumer-related industries. He has a strong track record of renewing traditional industries and revitalising growth through strategic interventions and in-depth experience and knowledge of markets in the Asia Pacific region.
Clement was Group CEO of Saurer Intelligent Technology Co Ltd, a €1 billion textile machinery and components business listed on the Shanghai Stock Exchange, between August 2016 and March 2020. Clement continued to serve on the board of Saurer as non-executive director until August 2021. Between March 2021 and January 2023, Clement served as Chairman of PFI Foods Industries Pte Ltd. Between April 2014 and July 2016, Clement was Advisor and co-CEO of Jinsheng Industry Co. Ltd, an industrial company in China with diverse interests including biotech, automotive and textiles. Clement also previously held various senior positions at companies based in Switzerland and Singapore including Division CEO of Leica Geosystems AG, President & CEO of SATS Ltd, and CEO Textile Division of OC Oerlikon AG.
Clement holds an MSc in Industrial Engineering and a BEng in Electrical Engineering from the National University of Singapore, as well as an MBA in Technology Management from Nanyang Technological University, Singapore.
Non-Executive Director of Morgan Advanced Materials plc
Resolution 15 relates to the re-appointment of Deloitte LLP as the Company's auditor to hold office until the next AGM of the Company. This resolution is recommended by the Audit Committee and endorsed by the Board. The Directors propose the re-appointment of Deloitte LLP.
Resolution 16 authorises the Audit Committee of the Board to set the auditor's remuneration. The Audit Committee considers that the nature and level of consultancy-related non-audit fees to audit fees undertaken by Deloitte LLP (which are detailed on page 95 of the Annual Report and Accounts 2024) is in accordance with the Company's non-audit services policy, and that they do not impact on the auditor's objectivity and independence.
Under the Companies Act 2006, the Directors may only allot shares or grant rights to subscribe for or convert any security into shares, if authorised to do so. At last year's AGM held on 30 April 2024, shareholders granted the directors such authority.
Part (a) of Resolution 17 seeks to renew that authority to allow the Directors to allot equity securities up to an aggregate nominal amount of £9,849,426 representing an amount equal to one-third (33.3%) of the Company's issued share capital as at 17 March 2025 the latest practicable date prior to the printing of this document. The Company holds no shares in treasury.
In addition, the Company is seeking authority in part (b) of Resolution 17 to allow the directors to allot equity securities only in connection with a rights issue up to a further nominal value of £9,849,426, representing an amount equal to one-third (33.3%) of the Company's issued share capital as at 17 March 2025.
The authority being sought in Resolution 17 complies with guidelines issued by the Investment Association. If Resolution 17 is passed, the Directors will have the authority in certain circumstances to allot equity securities up to a total nominal value of £19,698,853, representing a total amount equal to two-thirds (66.6%) of the Company's issued share capital as at 17 March 2025.
The Directors have no present intention of exercising the authority in Resolution 17, however the Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to manage the Company's share capital base. The authority granted in Resolution 17 will expire on the date of the Company's next AGM or 1 July 2026, whichever is the earlier.
This resolution will renew the authority granted to the Group in last year's AGM to make donations to political parties, independent election candidates and political organisations and to incur political expenditure.
The Group's policy is generally to prohibit direct or indirect political contributions and the Directors have no intention of using this authority for the above purpose. What constitutes a political donation, a political party, a political organisation, or political expenditure is not easy to define, however, as the legislation is capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties, and support for bodies representing the business community in policy review or reform, may fall within this.
continued
Accordingly, the Directors have decided to seek shareholder authority for political donations and political expenditure in case any of our normal business activities are caught by the legislation. As permitted by Part 14 of the Companies Act 2006, the resolution covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company. The Companies Act 2006 covers three categories: political parties and independent election candidates, political organisations and political expenditure. The Directors have decided to place a cap of £50,000 per category provided that authorised political donations or political expenditure do not exceed in aggregate £50,000. The authority will expire at the conclusion of the next AGM or 1 July 2026 (whichever is earlier) and the Directors expect to seek to renew this authority at each AGM.
The notice period required by the Companies Act 2006 is 21 clear days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. (AGMs must always be held on at least 21 clear days' notice.) This special resolution, if renewed, will allow the Company to call general meetings, other than the AGM, on (not less than) 14 clear days' notice. The reduction in notice period to 14 clear days may be advantageous to the Company should it require to seek shareholder approval on any matter. However, the shorter notice period would not be routine but used only for general meetings if the Board considers that the flexibility is merited by the business of the meeting and the circumstances surrounding the business, or to keep a period of uncertainty about the future of the Company to a minimum.
Examples of when the Directors may consider it appropriate to call a general meeting at 14 clear days' notice include when significant time sensitive transactions or other price sensitive transactions are being put to shareholders for approval.
Under the Companies Act 2006, the Directors may seek approval from shareholders to waive the application of statutory pre-emption rights such that the allotment of equity securities for cash pursuant to the authority granted in Resolution 17 may be made without first having to offer it to existing shareholders in proportion to their existing holdings.
At last year's AGM shareholders passed two special resolutions in relation to the disapplication of statutory pre-emption rights. This year, and in line with the Company's established practice and guidance issued by the Pre-Emption Group, the Directors have proposed again two separate resolutions to disapply pre-emption rights.
Resolution 20 will permit the Directors to use the authority in Resolution 17 to allot:
a. equity securities up to a nominal amount of £19,698,853, representing two-thirds of the Company's issued share capital as at 17 March 2025 (the latest practicable date prior to publication of this document) on an offer to existing shareholders on a
pre-emptive basis, that is including a rights issue or an open offer, with one-third being available only in connection with a rights issue as a result of the limitation on the authority in Resolution 17 (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the Directors see fit); and
b. equity securities up to a maximum nominal value of £1,477,414, representing approximately 5 per cent of the issued ordinary share capital of the Company as at 17 March 2025 (the latest practicable date prior to publication of this document) otherwise than in connection with a pre-emptive offer to existing shareholders.
Resolution 21 will permit the Directors to allot additional equity securities up to a maximum nominal value of £1,477,414, representing approximately a further 5 per cent of the issued ordinary share capital of the Company as at 17 March 2025 (the latest practicable date prior to publication of this document), otherwise than in connection with a pre-emptive offer to existing shareholders for the purposes of financing or refinancing a transaction as contemplated by the Pre-emption Principles. The Directors believe that it is appropriate to seek this additional 5 per cent authority in Resolution 21 to give the Company the flexibility that this resolution affords.
The Board confirms that it does not intend to issue shares for cash representing more than 7.5 per cent of the Company's issued ordinary share capital in any rolling three-year period to those who are not existing shareholders (save in accordance with Resolution 20) without prior consultation with shareholders. If passed, the authorities given in Resolution 20 and 21 will expire on the date of the Company's next AGM or 1 July 2026, whichever is the earlier.
The Directors are aware of the revised Statement of Principles and template resolutions published by the Pre-Emption Group on 4 November 2022, which include an increase in the limit on the disapplication of pre-emption rights. The Directors have decided that they do not wish to increase the disapplication threshold at the current time, but that they will keep emerging market practice under review.
The Directors do not currently intend to allot equity securities for cash on a non pre-emptive basis pursuant to the authority in Resolution 20 and 21.
This special resolution will renew the Company's authority to make market purchases of its ordinary shares on the London Stock Exchange until the Company's next AGM or, if earlier, until 1 July 2026. The Directors would only exercise such authority where they believe such purchases would result in an increase in earnings per share and would be in the best interests of shareholders generally.
The authority will allow the Company to purchase up to 59,096,558 ordinary shares, representing 10 per cent of the Company's issued share capital as at 17 March 2025, the latest practicable date prior to the printing of this document. The Resolution also sets out the maximum and minimum price at which any such purchase may be made.
The Company is able to hold shares purchased under this authority in treasury with a view to selling them later on, rather than cancelling them. This provides the Company with additional flexibility in the management of its capital base. For so long as any such shares are held in treasury no dividends will be paid on them and no voting rights will attach to them. If Resolution 22 is passed, it is the Company's current intention to cancel the shares it may purchase pursuant to the authority granted to it. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so.
The number of unissued shares that were subject to subscription options as at 17 March 2025 was approximately 6,559,000. This equals, in number, 1.11% per cent of the Company's issued shares at that date. If the share purchase authority (existing and being sought) were to be exercised in full, those 6,559,000 shares would represent 1.23 per cent of the issued shares as reduced by the share purchases. As at 17 March 2025, the latest practicable date prior to the printing of this document, the Company was authorised to make market purchases of up to 58,782,499 ordinary shares pursuant to an ordinary resolution passed at the 2024 AGM on substantially the same terms as those set out in Resolution 22.
See Note 9 to the Notice of Meeting on page 9.
For the AGM, Elementis plc will be enabling shareholders to attend and participate in the meeting electronically, should they wish to do so. This can be done by accessing the AGM website, https://web.lumiagm.com.
Lumi AGM can be accessed online using most well-known internet browsers such as Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet, or smartphone. If you wish to access the AGM using this method, please go to https://web.lumiagm.com/151748885 on the day.
On accessing the AGM website, you may be asked to enter a Meeting ID which is 151-748-885.
You will then be prompted to enter your unique SRN and PIN which is the first two and last two digits of your SRN. These can be found printed on your form of proxy. Access to the meeting via the website will be available from 9.00am on 29 April 2025, however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.
The meeting will be broadcast in audio format. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceeding of the meeting on your device.
Once the Chair has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on all resolutions at the start of the formal meeting on the Chair's instruction. This means shareholders may, at any time while the poll is open, vote electronically on any or all the resolutions in the Notice of Meeting. Resolutions will not be put forward separately.
To vote on all resolutions displayed in the same way ("for", "against" or "withheld") select the "vote all" option at the top of the page. Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair of the meeting announces its closure.
Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing – select the messaging icon from within the navigation bar and type your question at the bottom of the screen. Once finished, press the 'send' icon to the right of the message box to submit your question.
Alternatively, you can call the telephone number which will be displayed on the information page and ask a question during the Q&A session when invited to do so.
You may not use any electronic address provided in this document or any related documents to communicate with Elementis plc for any purposes other than those expressly stated herein.
An active internet connection is always required in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting. Please note that the inability of a shareholder or proxy to participate in a meeting does not affect the validity of the meeting.
If you are a duly appointed proxy or corporate representative, you must contact the Company's registrars who will provide details on how to access the AGM. Please contact the Company's registrars by emailing: [email protected]. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.
Mailboxes are monitored 9.00am to 5.00pm Monday to Friday (excluding public holidays in England & Wales).

Visit https://web.lumiagm.com/151748885 on your smartphone, tablet or computer.
You will then be required to enter your:
Access will be available one hour prior to the start of the meeting. If you experience any difficulties, please contact Equiniti by emailing [email protected] stating your full name and postcode.
You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible. An active internet connection is required at all times to participate in the meeting.

Once the Chair has formally opened voting, the list of resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote.
Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received, there is no submit button.
To vote on all resolutions displayed select the "vote all" option at the top of the screen.
To change your vote, reselect your choice. To cancel your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.

If you would like to ask your question verbally, press the 'Request to speak' button at the bottom of the broadcast window. If you are watching the broadcast in full screen mode, this button is found at the top of the window.
Follow the on-screen instructions to join the queue.

Once logged in, you will see the home page which contains instructions for using the platform.
At the commencement of the meeting, the live broadcast of the proceedings will be available on the right-hand side of your device.
Click play on the broadcast, ensure that your device is unmuted and the volume is turned up.

Written questions can be submitted by selecting the messaging icon from the navigation bar and typing your question into the 'Ask a question' box. Click the arrow icon to submit the question.
Copies of questions you have submitted can be viewed by selecting 'My Messages'.

Meeting documentation can be found within the documents tab in the navigation bar. Documents can be read within the platform or downloaded to your device in pdf format.
If you plan to participate in the meeting as a proxy or corporate representative, please contact our registrar Equiniti by emailing [email protected]. Your unique SRN and PIN, which is required to access the meeting, will be provided once a valid proxy appointment or letter of representation has been received.
To avoid delay accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.
Mailboxes are monitored 9.00am to 5.00pm Monday to Friday (excluding public holidays in England & Wales).
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